3 Letter to the Shareholders LETTER TO THE SHAREHOLDERS Dear Shareholders, dear Ladies and Gentlemen, ESTAVIS AG has made important progress in the third quarter of 2009/10 in the implementation of its corporate strategy. The strategic participation of TAG Immobilien AG (TAG) in our company and the acquisition of a large listed site in Berlin were at the forefront here. Both transactions offer promising perspectives for the future development of ESTAVIS. TAG new core shareholder With a holding of about 15 % TAG, a successful listed real estate company from Hamburg, is now the largest single shareholder of ESTAVIS AG. The holding was acquired by means of a capital increase through non-cash contributions. Some 1.4 million new shares were subscribed to at a price of EUR 2.35 per share. The capital increase was entered into the commercial register on 26 April The subject of the non-cash contribution is a listed property in a very sought-after location in the centre of Berlin. On a total surface area of around 3,900 m² 54 high-quality apartments and loft apartments are being created through the planned refurbishment of the building dating from We expect total revenues from the sale of the listed apartments of some EUR 13 million. We consider TAG s commitment as a sign of confidence in our corporate strategy. The participation of TAG furthermore serves to strengthen our shareholder structure and also offers interesting business prospects for both companies. Large listed site in Berlin acquired We have secured a lucrative major project for our sales pipeline with the acquisition of a unique listed ensemble in the immediate vicinity of the river Spree. The renovation and conversion of the former Glanzfilmfabrik Köpenick will result in the creation of a total of 230 apartments. Furthermore, the construction of new town houses is planned. We are convinced that the Glanzfilmfabrik will be a major success both architecturally and in business terms. Even before the official launch of sales to take place in the current quarter we are registering a large amount of interest from private investors and first reservations have been made. We expect total proceeds from the sale of the property of around EUR 65 million. The acquisition and renovation of this unique listed ensemble in Berlin has enabled us to expand our range of top-quality residential real estate in the upper price segment and at the same time strengthen our presence in this segment. 3

4 Letter to the Shareholders Operating business on course outlook confirmed Our revenue and earnings trend in the quarter under review was largely in line with expectations. The prolonged winter weather resulted in delays in construction progress at some renovation properties but we will catch up here in the quarter currently under way. In the first nine months of the 2009/10 financial year we sold a total of 499 apartments and achieved revenues of EUR 49.2 million (previous year: EUR 57.1 million). Our business is benefiting particularly from the prevailing high demand for listed real estate that enables private purchasers to derive significant tax benefits. Our sales and renovation pipeline currently contains listed real estate with a sales value of some EUR 40 million (excluding major projects). Consolidated income for the first nine months of 2009/10 came to EUR 0.7 (previous year: EUR 9.4 million). We are therefore on good course for achieving our target for the current financial year the return to the profit zone. Dear shareholders, We consider ESTAVIS to be on a good footing for future development. Our competence exit solutions for private and institutional property investments is encountering growing demand in the real estate market. We will expand this business further and in doing so tap new potential in markets in which we are able to achieve sustained profits. Florian Lanz Chief Executive Officer (CEO) Eric Mozanowski Member of the Management Board 4

5 The ESTAVIS Share THE ESTAVIS SHARE ESTAVIS shares are listed on the Regulated Market of the Frankfurt Stock Exchange and fulfil the transparency requirements of the Prime Standard. Increased number of shares after capital increase With effect from 26 April 2010, the number of shares went up to 9,546,235 due to a capital increase. The new major shareholder is TAG Immobilien AG, Hamburg, which subscribed to 1,446,808 shares at a price of EUR 2.35 per share within the scope of a capital increase. This means that TAG Immobilien AG has a stake of around 15.2 % in ESTAVIS AG. The members of the Management Board of ESTAVIS AG retain a significant share in the company of around 11 %. Annual General Meeting for the 2008/09 financial year On 16 February 2010 the ordinary Annual General Meeting for the 2008/09 financial year took place in Berlin. All items on the agenda were approved with an overwhelming majority by the Annual General Meeting. The resolutions included the reduction in size of the Supervisory Board which from now on only consists of three members. Investor relations activities We intensified our financial communication over the past few months in order to convince the investment community of the potential of our newly realigned business model. On 4 February 2010, we took part in the Small & Mid Cap Conference of Close Brothers Seydler AG in Frankfurt am Main. Furthermore, at the DVFA Real Estate Conference on 23/24 February 2010, we informed participants about the prospects of our company in a corporate presentation and during several individual discussions. On top of this, on 22 April 2010, we presented ESTAVIS AG for the first time at the Munich Capital Market Conference, which offers a high-quality shareholder communication platform in particular for small and medium-sized enterprises. ESTAVIS AG Share Stock exchange segment Prime Standard ISIN DE000A0KFKB3 German Securities Code Number (WKN) A0KFKB Number of shares on 31 March ,099,427 Free float (as of April 2010) 71.1 % Share price high (1 July March 2010*) EUR 2.55 Share price low (1 July March 2010*) EUR 1.25 Closing price on 31 March 2010* EUR 1.71 Market capitalisation on 31 March 2010* EUR 14 million * Closing prices in Xetra trading 5

6 The ESTAVIS Share ESTAVIS share price performance The growing confi dence in the positive economic development continued in the period under review with a recovery on the global fi nancial markets. ESTAVIS share price also benefi ted from this development, increasing by around 16 % during this period. The company s shares closed at EUR 1.71 on 31 March 2010 compared with EUR 1.48 at the start of the fi nancial year on 1 July ESTAVIS market capitalisation totalled around EUR 14 million as of 31 March ESTAVIS shares reached a high of EUR 2.55 on 13 August 2009 compared with a low of EUR 1.25 on 6 July 2009 (Xetra closing prices). The ESTAVIS share is currently being covered by analysts at WestLB ( Buy, target price EUR 3.00) and SES Research ( Buy, target price EUR 3.40). ESTAVIS share price development from 1 October 2009 to 31 March 2010 EUR 3,0 2,5 2,0 1,5 1,0 0,5 1 Oct Oct Oct Nov Nov Dec Dec Jan Jan Feb Feb Mar Mar

7 Interim Management Report INTERIM MANAGEMENT REPORT 1 B U S I N E S S A N D C O N D I T I O N S 1.1 Economic environment and business performance The global economy continued to recover in the first quarter of The general economic conditions in Germany also benefited. Sentiment among consumers and companies improved markedly. The development on the international financial markets in the first quarter reflected the growing economic optimism. However, ongoing risks such as the weak development on the employment market, sluggish lending and concerns about the financial stability of individual countries are endangering the economic recovery that is getting under way. The limited lending particularly poses a risk to the recovery of the real economy. The restrictions in financing are also perceptible in the German real estate sector. Increasing requirements by banks in terms of the creditworthiness of private real estate purchasers are also having a detrimental effect on business performance in the real estate sector. In view of the overall economic conditions, ESTAVIS AG recorded positive business performance in the first nine months of the 2009/10 financial year. Despite a downturn of sales compared with the previous period, net profit of EUR 0.7 million was generated. Performance in the third quarter of the 2009/10 financial year was particularly impaired by the prolonged winter weather. This led to delays in the completion of some properties undergoing renovation. These delays will be largely made good in the current fourth quarter. The sale of apartments especially listed property with attractive tax relief made a significant contribution to the positive business performance. Furthermore, the restructuring measures implemented as part of the company s realignment had a positive impact on the financial performance. The revenues and earnings attained in the first nine months of the 2009/10 financial year provide a good basis for ESTAVIS AG to achieve its annual targets. The new German Federal Government committed itself to the provision of tax relief for listed properties in its coalition agreement in October 2009 so that planning security will continue to exist here in the future. 1.2 Earnings situation Key figures for the first nine months 2009/10 and of the comparison period (first nine months of 2008/09 financial year) only relate to continued business operations. In the first nine months of 2009/10 financial year ESTAVIS Group revenues decreased 14 % to EUR 49.2 million from EUR 57.1 million in the comparison period. Broken down for financial reporting purposes, revenues for continued operations were attributable to the following company business segments: 7

8 Interim Management Report Retail trading EUR 45.1m (previous year: EUR 49.3m) Portfolio trading EUR 4.1m (previous year: EUR 7.7m) Revenues generated in the first nine months 2009/10 are based on a business volume of 499 sold units (comparison period: 535) with a total residential and useful area of 27,015 m² (comparison period: 27,539 m²). Other operating income increased to EUR 5.9 million (previous year: EUR 4.9 million). The increase is mainly attributable to write-ups on impaired receivables. The gross margin for continued operations (revenues plus changes in inventories minus cost of materials/revenues) rose from 24.9 % to 40.9 % year-on-year. However, these values cannot be compared as the cost of materials in the previous year suffered much more from the settlement of the effects of purchase price allocation (particularly from the acquisition of B&V) than the cost of materials in the reporting period. Total operating performance decreased by EUR 8.0 million, from EUR 59.8 million to EUR 51.8 million. In the period under review, staff costs declined to EUR 2.0 million (previous year: EUR 2.5 million). This development is primarily due to the reduction in the number of employees as a result of the restructuring measures. Other operating expenses decreased slightly from EUR 20.9 million to EUR 20.7 million in the period under review. Earnings before interest and taxes (EBIT) rose sharply to EUR 3.2 million (previous year: EUR 4.4 million). The EBIT margin (EBIT/revenue) amounted to 6.6 % in the reporting period. Financial result improved by EUR 0.9 million from EUR 3.4 million to EUR 2.5 million. After income taxes (EUR 0.4 million) the consolidated net profit from continued operations rose to EUR 0.3 million in the period under review after a consolidated net loss of EUR 5.7 million in the same period of the previous year. This corresponds to earnings per share of EUR 0.04 (previous year: EUR 0.71). 1.3 Financial and assets position The total assets of the ESTAVIS Group as of 31 March 2010 declined significantly by EUR 63.1 million to EUR million (30 June 2009: EUR million); this was primarily due to the completion of the sale of the shares in Hamburgische Immobilien SUCV AG (HAG Group). The asset derecognised as a result of the sale of the shares in HAG amounted to EUR 47.0 million. Furthermore, items within other receivables were offset by corresponding offsetting items under other liabilities with an overall effect of EUR 12.0 million. Cash and cash equivalents decreased from EUR 3.9 million in the previous year to EUR 2.8 million. 8

9 Interim Management Report The liabilities derecognised as a result of the sale of the shares in HAG amounted to EUR 43.4 million. Financial liabilities, which mainly relate to liabilities to banks, decreased by EUR 2.1 million to EUR 66.4 million. Shareholders equity increased from EUR 49.1 million to EUR 51.9 million as a result of the expected capital increase. The substantial reduction in total assets and the equity increase meant that the ESTAVIS Group s equity ratio increased from 23.7 % as of 30 June 2009 to 36.0 % at the end of the period under review. Accordingly, the debt-to-equity ratio fell from 76.3 % to 64.0 %. The ratio of cash and cash equivalents to total assets remained unchanged (1.9 %), while the Group s cash ratio (cash and cash equivalents/current liabilities) increased slightly from 2.5 % to 3.1 %. In the first nine months of 2009/10, net cash from operating activities amounted to EUR 4.9 million (previous year: EUR 9.1 million). Net cash used in investing activities totalled EUR 4.5 million in the period under review (previous year: EUR 0.5 million). This was attributable in particular to the sale of the HAG shares and the resulting derecognition of the cash and cash equivalents of the HAG Group. Net cash used in financing activities amounted to EUR 0.5 million in the period under review (previous year: EUR 0.5 million). 2 RISK REPORT The ESTAVIS Group has implemented a risk management system that is designed for several purposes, including allowing the early recognition and appropriate communication of significant risk factors arising from its business activities that could be of relevance to its earnings situation or its continued existence. The risk management system allows action to be taken against potentially unfavourable developments and events in a timely manner and, where required, facilitates the implementation of countermeasures before any significant damages are incurred. There have been no significant revisions to the risks for the ESTAVIS Group in the period under review compared with the Risk Report in the Group Management Report for the previous financial year. Accordingly, reference should be made to the information contained therein. 9

10 Interim Management Report 3 FORECAST REPORT Based on the business development in the first nine months of the 2009/10 financial year, the Management Board confirms its forecast of a positive consolidated result for the year as a whole. The Management Board continues to consider revenues in a range from EUR 75.0 million to EUR 85.0 million (previous year EUR 70.7 million) to pose an ambitious, albeit achievable target. Reaching this target depends primarily on the successful conclusion of sales negotiations currently underway. The assessment of the expected revenue and profit trend for the 2009/10 financial year is based largely on the volume of apartment sales notarised as of the reporting date and to the end of the first quarter of 2009/10. Notarised apartment sales have a high probability of generating revenue and earnings in the 2009/10 financial year. Furthermore, on the basis of the forecast revenue and earnings trend, the Management Board expects cash inflows. According to the Management Board, this will result in the financial and liquidity situation stabilising in connection with measures to improve the financing structure of the ESTAVIS Group which have already been implemented or are planned. In addition, the information contained in the Forecast Report given in the Group Management Report for the 2008/09 financial year also continues to apply. On the basis of the available information, we currently regard as realistic the forecast statements for the future course of business and the influencing factors judged decisive. However, they naturally involve the risk that the expected developments will not actually occur either in terms of their trend or their extent. 4 SUPPLEMENTARY REPORT As per an agreement of 5 March 2010 ESTAVIS AG carried out a capital increase through non-cash contributions through the issue of 1,446,808 shares. The subject of the non-cash contribution is a property that was transferred to the stock corporation on 31 March The capital increase was entered in the commercial register on 26 April

15 Consolidated Interim Financial Statements CONSOLIDATED CASH FLOW STATEMENT ESTAVIS AG 9 months 09/10 1 July March months 08/09 1 July March 2009 Net profit 739 9,367 + Depreciation/amortisation of non-current assets / Increase/decrease in provisions 420 1,413 +/ Change in value of investment property / Other non-cash expenses/income /+ Increase/decrease in inventories, trade receivables and other assets that are not attributable to investing or financing activities 16,881 13,230 +/ Increase/decrease in trade payables and other liabilities that are not attributable to investing or financing activities 21,737 10,591 /+ Result from the disposal of consolidated companies = Cash flow from current operating activities 4,874 9,068 + Payments received for the disposal of financial assets 30 0 Payments for investments in intangible assets 4 33 Payments for investment property Payments for investments in property, plant and equipment Payments from the disposal of fully consolidated companies 4, = Cash flow from investing activities 4, Payments to shareholders Payments from issuing bonds and raising (financial) loans Repayment of bonds and financial loans = Cash flow from financing activities Net change in cash and cash equivalents 9,919 10,054 + Cash and cash equivalents at the beginning of the period 12,694 25,733 attributable to cash and cash equivalents reclassified as assets held for sale 8,810 = Cash and cash equivalents at the end of the period 2,774 15,679 TEUR TEUR 15

16 Consolidated Interim Financial Statements CONSOLIDATED STATEMENT OF CHANGES IN EQUIT Y for the period from 1 July 2009 to 31 March 2010 ESTAVIS AG Issued capital Capital reserves IAS 39 reserve Retained earnings Equity attributable to the shareholders of the parent company Minority interests TEUR TEUR TEUR TEUR TEUR TEUR TEUR As of 1 July ,099 44, ,597 48, ,080 Total recognised income and expenses Change in consolidated group Equity to be used for capital increase * 1,447 1,027 2,474 2,474 As of 31 March ,546 45, ,852 51, ,943 * Amounts included in balance sheet item Amount provided for capital increase Total CONSOLIDATED STATEMENT OF CHANGES IN EQUIT Y for the period from 1 July 2008 to 31 March 2009 ESTAVIS AG Issued capital Capital reserves IAS 39 reserve Retained earnings Equity attributable to the shareholders of the parent company Minority interests TEUR TEUR TEUR TEUR TEUR TEUR TEUR As of 1 July ,099 77, ,413 86,594 8,742 95,336 Total recognised income and expenses 16 8,381 8, ,383 Acquisition of shares of consolidated companies As of 31 March ,099 77, ,938 78,196 7,737 85,933 Total 16

17 Consolidated Interim Financial Statements SELECTED DISCLOSURES ON CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1 BASIC INFORMATION ESTAVIS AG and its subsidiaries trade in property upon which they undertake maintenance work partly for the purpose of resale. Furthermore, property is held as financial investments. The company is domiciled in Berlin, Germany. The company s shares are listed on the Frankfurt Stock Exchange for trading on the Regulated Market (Prime Standard). On 31 March 2010, ESTAVIS AG acted as the operating holding company for numerous special purpose entities. These Condensed Consolidated Interim Financial Statements were approved for publication by the company s Management Board in May The Condensed Consolidated Interim Financial Statements were not checked by an auditor or subjected to review. 2 SIGNIFICANT ACCOUNTING POLICIES The condensed interim consolidated financial statements for the third quarter of the 2009/10 financial year, which ended on 31 March 2010, were prepared in accordance with the provisions of IAS 34 Interim Financial Reporting as adopted by the EU by way of a regulation. The condensed interim consolidated financial statements should be read in conjunction with the most recent consolidated financial statements of ESTAVIS AG for the year ended 30 June With the following exceptions, the accounting policies applied in the condensed interim consolidated financial statements are the same as those applied in the preparation of the most recent consolidated financial statements for the year ended 30 June The amended IAS 1 and IAS 23 are required to be applied for the first time in preparing the IFRS consolidated financial statements for the 2009/10 financial year. The amendment to IAS 1 requires the additional presentation of other comprehensive income as part of the income statement. The amendment to IAS 23 requires the capitalisation of the financing costs of properties for renovation and development projects resulting from cumulative production costs for projects starting in the 2009/10 financial year. For all projects starting prior to 1 July 2009, the previous accounting treatment, under which interest is not recognised in cost, remains in force. The provisions of IFRS 8 Segment Reporting, the amended IAS 27 Consolidated and Separate Financial Statements in Accordance with IFRS and the amended IFRS 3 Business Combinations, which are required to be applied for the first time in the current financial year, were already applied by the company in the previous year. Above and beyond this, the following standards are required to be applied for the first time in the current financial year: 17

18 Consolidated Interim Financial Statements Standard/Interpretation IAS 32 + IAS 1 IAS 39 IFRS 1 + IAS 27 IAS 39 IAS 39 + IFRIC 9 IFRS 2 IFRS 7 IFRIC 12 IFRIC 13 IFRIC 14 Amendments: Puttable Financial Instruments and Obligations Arising on Liquidation Amendments: Eligible Hedged Items Amendments: Cost of Subsidiaries, Joint Ventures and Associates Amendments: Reclassification of Financial Assets: Effective Date and Transition Amendments: Embedded Derivatives Amendments: Vesting Conditions and Cancellation Amendments: Enhancing Disclosures on Financial Instruments Service Concession Arrangements Customer Loyalty Programmes The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction Agreements on the Construction of Real Estate Hedges of a Net Investment in a Foreign Operation Distributions of Non-cash Assets to Owners Transfers of Assets from Customers IFRIC 15 IFRIC 16 IFRIC 17 IFRIC 18 Various IFRS Improvements 2008 This did not result in any changes to the financial reporting for the ESTAVIS AG Consolidated Financial Statements. No regulations were applied early. All amounts in the Balance Sheet, Income Statement, Consolidated Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement, as well as in the notes and tabular overviews, are given in thousands of euros (TEUR), unless otherwise noted. Both individual and total figures represent the value with the smallest rounding difference. Small differences can therefore occur between the sum of the individual values represented and the reported totals. 3 CONSOLIDATED GROUP As of 31 March 2010, the condensed interim consolidated financial statements of ESTAVIS AG included 59 subsidiaries, two joint venturews and one associate. The sale of the shares in the HAG Group was completed in the first half of the current financial year. Accordingly, the 23 companies in this subgroup were deconsolidated with effect from 1 July One company was newly formed in the first quarter. In the second quarter two companies that are now largely wound up and no longer active were sold. All remaining shares in the joint venture to date (a property company) were acquired. The company will be fully consolidated as of 1 October In the third quarter two companies that are no longer active were sold. Shares in two joint ventures (property companies) were acquired and three more new property companies established. 18

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